When producer Jerry Weintraub thinks about Las Vegas, he remembers the long-gone Vegas -- before reality-star club nights and "toptional" pool parties -- where the original Ocean's 11 was shot by day while Frank Sinatra and the Rat Pack held its historic Summit in the Copa Room of The Sands Hotel by night.

"I grew up there -- I was a kid there with Sinatra," says Weintraub, who promoted Ol' Blue Eyes, Elvis Presley and Neil Diamond before making his mark in Hollywood as the producer of such movies as Diner, The Karate Kid and Ocean's redux Eleven through Thirteen. He's now in preproduction on Behind the Candelabra, about his late friend Liberace, starring Michael Douglas as the sequined Mr. Showmanship and Matt Damon. The HBO film, directed by Steven Soderbergh, will be shot in Vegas on the Strip.

"I duplicated Vegas in Ocean's Thirteen by building a casino," Weintraub says of the set he built in Los Angeles, "but you can't really duplicate it."

Producer Colin Plank, whose forthcoming film, Eden, is based on the true story of a Korean-American woman who was kidnapped in New Mexico and held as a sex slave in Vegas, disagrees to a point: "Geographically, there are few places you can't cheat," he says. The desert of eastern Washington State subbed for Nevada scrubland, while Seattle, via creative camera angles, night shots and industrial locations, stood in for Sin City. Washington's 30 percent cash rebate was too good to pass up.

Plank did take a splinter crew to Vegas for a two-day shoot to get exteriors and establishing shots. "You can't fake the Strip," Plank concedes. "Well, you can, but you have to have a lot of money." Plank says he got a great rate on the rooms and the local crew was superb, but the lack of incentives was just too much to overcome. "In our budget range, it just didn't seem worth it."

There are a number of reasons why Nevada doesn't offer direct incentives, some related to the citizenry's libertarian streak. But Ed Harran, assistant director of the Nevada Film Office, says the Silver State prefers to keep its sunny side up in the face of this increased competition. Among Nevada's innate advantages, he says, are built-in sets on the Vegas and Reno strips, an overall favorable state tax structure, abundant and affordable accommodations, natural beauty and good weather.

And even in besieged Nevada, the film business accounts for more than 3,200 direct jobs and $114.2 million in wages, according to the MPAA. "It's a challenge," says Harran, "but we don't lament that we don't have an incentive package. We stay on the positive."

While they are doing that, David Bern, director of communications for the governor's office of economic development, says the state is looking into all business incentives in Nevada, which is facing historically high unemployment, "in order to understand how competitive we are in all sectors, including film and television."

Chris Ramirez, owner of Silver State Productions and a self-described "scumbag local, a native," isn't waiting for studies. He took it upon himself to persuade producer Ann Ruark (Garden State, Revolutionary Road) to shoot The Motel Life, a film set in Reno starring Dakota Fanning and Emile Hirsch, on location.

"I read the script and was blown away," Ramirez says. "I called Ann and said, 'There's no way you can fake this movie in New Mexico. You've got to take them up there. They've gotta live and breathe Reno.' "

Ramirez landed key locations and crew for the production. "We showed them you can do it without incentives," he says. Next, he says, he'll handle local logistics for Days of Mary starring Matt Dillon and Juliette Lewis.

Weintraub and Soderbergh are shooting the Liberace movie at LVH -- Las Vegas Hotel and Casino, formerly the Las Vegas Hilton, which, despite the name change, is still relatively intact as a pre-'90s-boom hotel.

"I didn't have to build anything," says Weintraub. "I'm making up for the lack of incentives because I have a back lot there. If I have to do a shot of Michael Douglas and Matt Damon walking through the casino, it's there!"

Not that incentives can be overlooked, he cautions. For Tarzan, his next big production, Weintraub says he's going to England, South Africa and "wherever I can get incentives. When you're talking about a $125 million negative, incentives are important. It's the difference between getting the picture made or not."

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STRIP SEARCH: Behind the Candelabra will film this year at the former Las Vegas Hilton, where Liberace, the self-described "one-man Disneyland," performed for more than a decade. Other movies have used Vegas hotels and iconic locations along The Strip.

BEHIND THE SCENES: George Clooney and Ocean's Thirteen co-star Matt Damon played a joke on Weintraub (inset) during filming. "They all do imitations of me," Weintraub recalls. "We knocked off at 4 a.m., and at 6 a.m., the doorbell rings. Breakfast for 15 arrives. I told the butler I didn't order breakfast and he said, 'Yes, you were in Mr. Damon's room with Mr. Clooney and you gave us this order.' "